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Marathon Petroleum Corp Director's Dealing 2011

Jul 5, 2011

29974_dirs_2011-07-05_d50729f6-f07b-474d-8f8a-791d71799003.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Marathon Petroleum Corp (MPC)
CIK: 0001510295
Period of Report: 2011-06-30

Reporting Person: Braddock Michael G. (Vice President and Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-07-01 Common Stock A 4740 $0.00 Acquired 4830 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-06-30 Stock Appreciation Right $14.25 A 413 Acquired 2014-05-26 Common Stock (413) Direct
2011-06-30 Stock Option (right to buy) $21.90 A 539 Acquired 2015-06-10 Common Stock (539) Direct
2011-06-30 Stock Option (right to buy) $32.06 A 1332 Acquired 2016-06-01 Common Stock (1332) Direct
2011-06-30 Stock Option (right to buy) $51.75 A 1618 Acquired 2017-05-30 Common Stock (1618) Direct
2011-06-30 Stock Option (right to buy) $43.38 A 1288 Acquired 2018-05-28 Common Stock (1288) Direct
2011-06-30 Stock Option (right to buy) $24.79 A 9131 Acquired 2019-05-27 Common Stock (9131) Direct
2011-06-30 Stock Option (right to buy) $25.74 A 11660 Acquired 2020-05-26 Common Stock (11660) Direct
2011-06-30 Stock Option (right to buy) $44.72 A 20120 Acquired 2021-05-25 Common Stock (20120) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 990.142 Indirect

Footnotes

F1: Includes 90 shares acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the spin-off of Issuer from Marathon Oil Corporation on June 30, 2011 (the "Spin-Off").

F2: These shares were acquired in a pro-rata distribution of Issuer shares from Marathon Oil Corporation in connection with the Spin-Off.

F3: Adjusted distribution resulting from the Spin-Off.

F4: Amounts reported in this row are estimated as of July 5, 2011 based on preliminary information regarding the Spin-Off; final amounts, if different, will be reported in a subsequent filing.

F5: 5,054 shares vest on May 27, 2012.

F6: 9,703 shares vest in annual installments of 4,851 on May 26, 2012 and 4,852 shares vest on May 26, 2013, respectively.

F7: Vests in annual installments of 6,706 shares on May 25, 2012, 6,707 shares on May 25, 2013 and 6,707 shares on May 25, 2014, respectively.